The ability to establish and maintain close friendships is central to physical and mental health throughout the life course. The quality of the early child-mother attachment relationship is one factor that may forecast friendship competence during the preschool and school years. Little is known, however, about the interpersonal mechanisms through which children's attachment and friend relationships are related. This study aims to assess maternal mental-state talk as a potential mediator of attachment-friend linkages. Through talk about mental states, mothers may foster children's psychological understanding of behavior, which, in turn, has implications for effectively managing interpersonal interactions. Notably, child-mother attachment security and child-friend interactions have each been associated with mental-state talk, yet no single study has brought together these two lines of research. Thus, the specific aims of the proposed study are to examine: (a) maternal mental-state talk at 24 months as a function of infant-mother attachment at 15 months, (b) maternal mental-state talk at 24 months as a predictor of children's friendship competence at 36 months, 54 months, kindergarten, and first grade, and (c) maternal mental-state talk as a mediator of longitudinal attachmentfriend associations. In addressing these aims, data from the NICHD Study of Early Child Care (SECC) will be utilized. Given the relatively large sample, as well as the multiple and varied assessments of mother-child and child-friend relationships, the NICHD SECC provides a unique opportunity in which to test the proposed mediational model. Videotaped mother-child play sessions at 24 months will be transcribed and coded for maternal mental-state talk. Structural equation modeling will be conducted to assess the validity of the mediational model. Multigroup analyses will assess whether child gender moderates the proposed associations. In addition, several competing models will be tested. By illuminating the interpersonal processes through which children's early attachment relationships are related to their subsequent relationships with friends, researchers and clinicians will be better equipped to design and implement preventive interventions for children at risk for relationship disturbances. [unreadable] [unreadable] [unreadable]